


Like A Song Beneath The Violence

by sealdog



Category: The Punisher (TV 2017)
Genre: Alternate Universe - Canon Divergence, Gen, Mutant Powers
Language: English
Status: Completed
Published: 2019-04-12
Updated: 2019-04-12
Packaged: 2020-01-12 02:03:59
Rating: General Audiences
Warnings: No Archive Warnings Apply
Chapters: 2
Words: 9,446
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/18436769
Author URL: https://archiveofourown.org/users/sealdog/pseuds/sealdog
Summary: Billy’s in the bathroom, gulping down panicked, unsteady breaths, when it happens for the first time.Between one breath and the next, everything hurts, just for a second, maybe two.  When he looks up and into the mirror, there’s a stranger staring back at him.---Billy wakes up in the hospital with the ability to change his face and no memory of the past three years. He tries to look for answers.Frank finds Billy.





	1. Chapter 1

**Author's Note:**

> Takes elements from V.E. Schwab's _Vicious_ series, where people who undergo near-death experiences can, under the right conditions, gain superhuman abilities related to the way they died.
> 
> Season 2 left a bad taste in my mouth. This is my attempt at washing it out for myself, with a different take on how things would go if Billy got out of the hospital, though I kind of lost steam halfway.

_“...a real number on him, Christ look at that…”_

_“...reconstruction might not take, are you…”_

_“...you’re in there. You might have everyone fooled, but I…”_

_“...significant brain function…”_

\---

Billy resurfaces just long enough from fractured dreams of glass and guns and skulls to register the pain, and then he’s sinking back down again with frantic jabs of the button on the side of his bed.

\---

The first time they unwrap the bandages on his face and hold a mirror up, he’s still restrained to the bed.

(For his own safety, because he’s not supposed to get up just yet, according to the stone-faced nurse assigned to him. But he’s caught enough glimpses of guards at his door to know better. They haven’t told him anything yet, about what happened to him, about _who_ did this to him, but something feels off about the whole thing. For one thing, he’s in a civilian hospital, when last he remembered they were on base in Kandahar getting ready to ship out.)

He takes a breath, and then another. Whatever’s in the mirror, that thing that’s not his face, breathes with him. He looks away until they leave.

He doesn’t realise he’s clenching his hands until the nurse comes over to check on his restraints, clucking her tongue over how they’ve pressed against his bandages.

\---

Billy’s in the bathroom, gulping down panicked, unsteady breaths, when it happens for the first time.

At first, all he can focus on is the sound of his own heartbeat, and he clings on to it with everything he’s got to tune out the words of the mousy, purse-lipped therapist they’d assigned him. It’d taken all his his will for him to hold it together until she’d left, the line of her prim, board-straight back almost mocking as the door shut behind her, and he’s savagely relieved for holding it together even as he’s heaving over the toiletbowl. Then, between one breath and the next, everything _hurts_ , just for a second, maybe two. Long enough that his vision whites out, and when he comes back to himself, his face is pressed against the cool porcelain of the toiletbowl, and his lip stings.

It takes more effort than it should to bring himself back into a standing position; his arms ache horribly from the conditioning exercises he forces himself through every day, determined to get back to something resembling his old fitness levels. He does it though, eventually. The cold prickle of sweat against his temples and neck only mar his sense of accomplishment a little.

When he looks up and into the mirror, there’s a stranger staring back at him.

Billy blinks, and raises a hand. The blonde, full-lipped stranger in the mirror raises a hand. Oddly enough, the hand in the mirror is still Billy’s hand: the same long fingers, the same palm, even the same scar at the base of his thumb where he’d cut himself in a bar fight when he was twenty.

The face though, is very much not his. The jaw’s an entirely wrong shape, nose too short, and cheeks too round. Even the skin, scarless and smoother than any shave he’d ever been able to get. About the only thing that looks like his are the eyes, still wide and dark. He purses his lips, testing, and the stranger in the mirror makes the same face back.

“What the fuck,” Billy breathes out, and watches his words get shaped in a stranger’s mouth. He looks down to check, but the rest of his body is the same. When he brings a hand up to his face though, the lips that brush against his fingers are not his.

He quashes down the panic, the constant muted buzzing that’s been digging its way deeper and deeper into his skull ever since he woke up, and _thinks_.

“Okay,” he says to the stranger in the mirror. At least his voice is still the same, he thinks, inordinately relieved. “Okay, we can use this.”

\---

Getting out of the hospital is easy. The cop in his room, smooth-faced and blonde like his reflection, but blue-eyed, blinks at him and barely gets out a “What the-” before Billy’s lunging forward and taking him out, arms trembling with the effort.

Figuring out how to piece his shit together after is harder.

The motel he’s holed up in isn’t the shittiest he’s ever been in, but it ranks up there. He doesn’t have a choice though; the streets near the hospital are crawling with cops, sprung up into existence at the first alarm like so many roaches. It hadn’t taken them long to find his guard’s unconscious body, though Billy feels he did a pretty decent job at hiding it considering his, well, everything.

He does a better job of hiding the body of the man who’d tried to pick on him in the bus. The shirt is unfortunate, and he can’t help the downward curl of his mouth every time he’s reminded of it. At least Mr. Overcompensation had lots of cash in his wallet, though Billy doesn’t want to think about what it might have been meant for. His mouth twists again, but he keeps his mind focused on the bills he’s counting out. Lots of ones, surprise surprise.

There’s enough to keep this room for a couple days, though he fully plans on getting the fuck out of here and to the apartment he rents for when he’s on furlough. Or maybe not. His guards at the hospital hadn’t seemed like they were there for his protection, despite the fact that he was clearly a victim of _something_.

And the weird thing was, they were cops, when by all rights they should’ve been military. But nobody had any answers to his questions, not the guards, not the nurses, not the psychiatrist, who seemed way too interested in talking about his scars than helping him get his mind back. Before he does anything, he needs information.

He remembers seeing a public computer out front in the reception area of the motel, but first…

The bathroom light flickers on with a buzz, and he listens to it while gearing himself up to look in the mirror above the sink. It takes a few deep breaths, and a sour voice in the back of his head saying how stupid this whole thing is, but he does it.

For a long second, all he sees is jagged shards and a bloody stylised skull, and then, between one heartbeat and the next, his vision returns, and he sees the soft blond face of the guard from earlier.

“How the hell…”

He narrows his eyes at his own reflection. Now that he’s had time to think about it, the whole thing seems even more ridiculous than he’d initially thought. Had the plastic surgeons done something to his face? But no, just yesterday, he’d had deep, tugging scars that pulled at his cheeks every time he moved his face. And he sure as hell hadn’t been blond.

Billy’s not a believer in the supernatural, but this makes his hackles rise something fierce. He prods at the smooth skin of his new face experimentally, testing to see if maybe his face is beneath.

A part of him, a very small part, surges with hope that maybe he can get his face back. His real face.

Because he’s staring at the mirror, he sees the entire thing as it happens this time. The way the bones of his face shift, skin surging in a distressingly liquid manner and a shiver running across his face that leaves the scarred, fucked-up mess he’s grown all too unfortunately familiar with. The instinctive grimace that he makes at the reminder of how fucked up he looks now tugs at the scars near his mouth. They ache, a dull, low throb, and he has to look away from the mirror, breath coming heavy and fast.

Thought after thought spins through his head, the clamour making it hard for him to breathe, and he groans through gritted teeth. Slamming his hand on the sink dulls the noise, just a little, so he does it again. And again. The pain helps him focus, drags him from the edge of _skullbloodglasspainskullpainskullskullskull_.

When Billy comes back to himself, the heel of his left hand has the tender feel of a deep bruise waiting to rise to the surface, and his face is wet. He swears, and wipes at his face brusquely, doesn’t flinch when his palm drags over raised scars. Weak. So fucking weak. He doesn’t have time for this.

He drags himself back upright, covers his face with a hand, and breathes. Okay. First things first, something to cover the mess that’s his face.

\---

Three years. He’s lost three fucking years of his life.

Billy sits back, and takes one slow breath, and then another. It’s 2018, but the last thing he remembers is being in the barracks with Frank and Morty, cracking jokes about going back to civilian life once Cerberus Squad was disbanded.

Apparently, according to a Google search of his own name, he _had_ gone back to civilian life. Set up a company and all, and though Billy doesn’t remember doing any of it, no small part of him burns with pride at the thought. It’s hard though, to look at Anvil’s website. A good name, and doing good work, but Billy’s eyes keep getting drawn to the header, where his own face smiles coolly back at him. God he looks _good_.

Looked good.

Billy runs a hand over his shaved hair, wondering if civilian-him had kept that length the entire way through. He’d clearly kept up the skincare routine that Billy had tried so hard to uphold as a soldier, despite all the ragging it got him.

His fingers tighten on his own skull, nails digging into the scalp as rage boils up in him. All that care, all that time taken, and all for nothing, now that he’s got this...this Frankensteinian monstrosity on his face.

Snarling, he shoves himself up and out of the seat, and stalks out of the motel lobby, ignoring the side eye the receptionist gives him at the screech of his chair against linoleum.

\---

It’s easier to calm himself down in his room, but he almost doesn’t want to. It’s easier to stay angry, to let that urge to _punch_ something just bubble in him. Billy feels like he’s been veering between pissed-the-fuck-off and terrified-and-confused like some kind of metronome, ever since he woke up from what he’s been told was a 4-month coma. Between the two, he’d rather be angry than scared.

Scared is weak, and weak is useless, and Billy Russo would rather be dead than any of that.

He doesn’t have access to his main bank account, and he’s pretty sure it’s all monitored anyway. What he _does_ have access to is his mother’s. Well, the one in his mother’s name, to be exact. Carla Russo was a shitty mother, but her existence has come in useful once in a while, and looks to be useful once again. Billy would visit her to thank her, but he’s got better things to do.

The money gets him a week in a different motel, one further across town from the hospital, and some new, better fitting clothes. Billy leaves the dick shirt in a trash can, and only regrets not being able to set it on fire.

It’s while he’s handing over the money for his new coat that he hears his own name coming from the tiny television across the gum-snapping cashier. His ears don’t prick up or anything, but he definitely freezes for a beat before continuing to count out bills. He thanks his lucky stars that his face is ducked down already, and then thanks them even more fervently as the words register.

Armed, dangerous, on the loose. The words echo in his head, and he loses count, has to recount his cash from the start.

He barely hears the cashier’s mumbled “Here’s your change,” as he takes his money, grabs the coat, and leaves. 

\---

A baseball cap and his new clothing get him into his motel room without any undue suspicion, though he’s pretty sure the receptionist wouldn’t give a fuck either way. Still, better safe than sorry.

Facing the bathroom mirror, he thinks about how stupid he looks right now. Not just because of the scars, but to believe that he has- what, some kinda superpower? Like he’s a comic book character or one of those Avengers or something? It’s ridiculous. Billy knows he’d look good in tights and a cape, but that’s beside the point.

The point is, he’s staring at his own face, and waiting for something impossible to happen.

And it does.

He stares, and he doesn’t know what triggers it, but between one breath and the next, the pain comes again. When he’s done wincing, his face still stings. Or rather, not his face. In the mirror, the cashier from earlier gives him a nonplussed expression.

Okay. He has powers.

Billy laughs, the sound a little shaky even to his own ears. The face in the mirror laughs along with him.

\---

If anybody knows what to do, it’s Frank.

Billy recalls, with a surge of relief that leaves him lightheaded, how Frank would always come out from engagements untouched. Covered in dirt and blood that he’d say was someone else’s, but clean of any scrapes or wounds. The devil’s luck, or a guardian angel, depending on who you asked.

Billy knows though, was next to Frank when Frank got hit in the knee by a stray bullet. Was there to clamp his hand over Frank’s mouth to muffle his yells as his knee knit itself back together, cartilage crunching itself back into place beneath bone and muscle. Was there to see Frank’s face, white with lingering pain, as he’d said, voice low, that Rawlins could never find out about this.

Frank would know.

But Frank’s dead.

Billy doesn’t want to believe it, wants to think that there’s some mistake in the news articles that’d come up when he searched for Frank, but there’s no denying the gravestone in front of him. Nor the ones next to it. Somehow, someone must’ve figured out Frank’s power, and killed him for it.

“I hope you got the bastards,” Billy says quietly, and pours out the bottle he’d brought over the patchy grass of the mound he's standing at. “Here’s one for you, brother.”

The flowers, he places carefully on Maria’s and the kids’ graves. Distantly, he remembers being fond of them, the few times he’d met them while on furlough. He knows them more from how Frank would go on and on about the kids while they were on tour. Lisa this, Junior that, on and on. Worse on the days when letters came.

They’d been cute enough, Billy supposes. Frank Jr easier to rile up than his dad, and the more fun for it. He wonders if he’d gotten to know them, during those missing years. If they’d called him _Uncle Billy_. His mouth twists, the thought as amusing as it is disconcerting. Billy’s an only child, and the thought of being an uncle is...well.

He leaves the empty whiskey bottle next to the headstone when he leaves.

\---

Billy snaps from sleeping into wakefulness immediately. Habit keeps his eyes closed, his breaths long and even, though he doesn’t know why he’s awake. He trusts his instincts though, and they’re proven right when he hears the faintest rustle of fabric coming from the direction of the motel room’s doorway.

He’d wondered if it was too paranoid, to go to sleep without his own face on. It had taken a few days to perfect, each change of face smoother and less painful than the last, but by now, Billy’s able to go to sleep with another face on, and wake up with it still there.

Never his old face though. No matter how many pictures of his old face he stares at, it always reforms on his face with scars.

The face he’s got on now is a stranger’s, a man he’d passed by at the bank. Fair-haired, with a button nose. Soft, rounded features. Most of his collection of faces lean towards that. His height makes it hard enough for him to blend into the crowd, and so he takes no chances.

When something brushes against his arm, Billy breaks into action, one hand coming up to catch it, other reaching beneath his pillow to pull his knife out.

The snarl on his face drops off as he registers the person bent over him, and his grip slackens, releasing the wrist he’s holding onto.

“Frankie?”

\------------------------------------------------------------

The edge of the ka-bar slides against Frank’s forearm with disarming ease. Billy watches with sick fascination as blood wells up, dark against the dirt and Frank’s tan. When Frank wipes it away with something that’s probably more dirt and oil than rag by now, the skin beneath is clean.

“Told you,” Frank breathes out. When Billy glances up to check, he sees fresh sweat beaded on Frank’s furrowed brow. His chest is rising and falling quicker than normal, like he’s just ran a full klick out in the sun. Which, to be fair, they did run this morning, but that had been hours ago, Billy’s mind insists, trying to cling on to logic in the face of...whatever this is.

He tears his eyes away from Frank, looking at the ceiling of the tent that’s empty but for them, the boots at the end of his bed that he still hasn’t finished cleaning, the disassembled pistol on Frank’s bed. Anything to not look at Frank.

“You don’t believe me,” Frank’s voice cuts into Billy’s thoughts. Disappointment colours his words, though he’s still got his eyes fixed on Billy’s face and the same steady expression as always, dark eyes almost puppy-like beneath his lowered brow. “You think it’s some kinda trick, huh?”

Billy stands up, and runs a hand through his hair. The familiar feeling of buzzed hair scritching against his palm anchors him as he walks to one end of the tent, and then back.

Meanwhile, Frank just stays where he’s sat on Billy’s cot, knife still in hand while he waits.

“Look,” Billy starts, then stops because, what the fuck is he supposed to say? He still doesn’t quite know if what he saw was _real_ , but...this is Frank. Frank, who can bullshit with the best of them, but who knows where to draw the line. Frank, who’s rock steady in a shootout, shoulder pressing alongside Billy’s. Frank, who’s the closest thing Billy has to family.

It’s that last thought that settles it for Billy.

“Show me again,” he demands. Strides back over to sit next to Frank, leg pressing thigh to thigh against Frank’s deliberately.

Frank lets out a long breath, but something in the line of his shoulders relaxes. “Okay,” he says, voice gruff. “Okay. Watch.”

Billy watches, not out of any doubt or anything, because he’s no doubting Thomas, but because he _needs_ to see this fucked up shit, make it real. Frank wipes the blood away along with the cut this time, and Billy feels the peanut butter rations from earlier churning in his stomach at the sight of skin knitting together.

“Motherfucker.”

Frank looks up at him, hangdog look dancing wary in his eyes. The tenseness is back, but Billy ignores it to continue.

“So _this_ is how you keep winning all those goddamn barfights, huh Frankie? You cheating bastard.”

The shove against his shoulder he’s already braced for, but the noogie that comes after he lets happen. Frank’s always been the kind to let his hands do the talking, and the rough catch of Frank’s hands in his hair is surprisingly eloquent.

Once he’s disentangled himself from Frank’s grabby hands and shoved his hair back into something resembling order, he sits down, on Frank’s cot this time, and kicks up his socked feet into Frank’s lap.

“Okay, Castle. Talk,” he orders. “Tell me how the fuck you got turned into Superman, and how I can get me some of that juice.”


	2. Chapter 2

Being back with his family has done David a world of good, Frank thinks, giving David sidelong glances between inhaling his pancakes. He’s less tense around the eyes, and the hoodie he’s got on looks cleaner and more wrinkle-free than the ones Frank was used to seeing on him. He’s even got a haircut now. Sarah’s work, probably. Good woman, that one.

“You, uh. You want some more of those, buddy?” David breaks his silence to gesture at Frank’s plate.

Frank glances down, at his empty plate.

“Sure,” he says. Clears his throat as David gestures the waitress over. “Thanks.”

“No worries,” David says absently. He’s kept one hand in his hoodie pocket the entire time, clearly holding something. Frank’s been waiting for him to take it out the entire meal now. It’s clearly the reason why David called him up out of the blue, when by all accounts, Micro was gone and David Lieberman was just a normal data analyst, with a loving wife and two children.

The waitress returns with more pancakes, and Frank’s more than halfway through them when David finally speaks up.

“You’re back to look for that friend of yours, aren’t you?” He says, eyes fixed somewhere behind Frank, and both hands in his pocket now.

Frank makes a noise that could be assent, could be denial. No point telling David about Amy, or the photos. He doesn’t want to drag him down, not for this.

Plus, Sarah would probably kill them both.

“Yeah it’s all over the news. Billy Russo. I remember him. Good looking guy, huh.” David’s hands jitter with nervous energy. “Not so good looking now. You did a real number on him.”

Frank washes down his last mouthful of pancakes with coffee, and waits.

David finally gets to the point, slamming a thumbdrive down on the table between them. “You’ll want to take a look at that,” he says. “Sarah brings us to go visit that fake grave of yours, once in a while. Looked like someone had been there last weekend, so I checked the nearby cameras.”

The thumbdrive is small, and Frank picks it up between finger and thumb as carefully as he can.

“I gotta get back. Sarah’ll be wondering where I’ve gone off to.” David wrinkles his nose. “She worries a lot.”

Frank eyes the small smile on David’s face, and stays tactfully silent. A small part of him aches. Wants to ask how Leo and Zach are doing. Ask if Sarah ever got around to taking up cross-stitch, like she’d mentioned during Thanksgiving dinner a lifetime ago.

“It’s good to see you, Frank.” David continues, oblivious to Frank’s silence. “Back in New York, that is. Good luck with-” He gestures at Frank, and trails off.

“Yeah. Thanks man,” Frank finally replies. “You take good care of yourself now, yeah. And Sarah and the kids.”

David blinks at him and falls completely still for the first time since Frank had slid into the seat opposite him. “Yeah,” he says, voice very quiet. “You too.”

\---

The motel room that David’s thumbdrive directs him to, according to the gossipy receptionist Frank lays the charm on, has been rented out for the past few days by a handsome young man. Frank raises an eyebrow at that, and then raises the other eyebrow when the receptionist says that there’s been a whole series of different men going in and out of the room.

It doesn’t sound quite like Billy. But Frank needs to check.

He watches from his vantage point, in a car tucked away into the corner of the motel’s parking lot. Two days of watching, crunching on cheap mints to keep awake, and he’s seen three different men walk in and out of there. All fit and lean, body language military precise. The receptionist isn’t wrong, but he’s beginning to wonder if David’s information is correct. So far, he hasn’t seen a glimpse of anybody who might be Billy, though he’s not discounting the possibility that Billy’s been holed up in the room the entire time, considering that the curtains have remained drawn throughout.

Day three comes and goes, and so does Frank’s patience.

He waits till it’s late enough that almost all the lights in the stretch of motel rooms are off, and makes his move. Getting into the room’s easy; the master key hangs right behind the snoring receptionist.

Frank leaves the door almost shut, but not all the way. If it isn’t Billy - and Frank doesn’t know if he wants it to be Billy or not, but if it isn’t Billy, then Frank’s leaving, and possibly going to throttle David’s skinny neck.

The figure on the bed, curled up with his back to Frank, shows no indication that he’s aware of Frank’s presence. The line of the shoulders, the curve of his waist, even the way he’s curled up; everything in Frank thrums to the knowledge that this is Billy, has to be Billy.

Hell, Frank’s curled up against that back himself, knows what it feels like to press his forehead against the line where Billy’s neck dips into shoulder, to wrap one hand around Billy’s mouth so nobody else will hear as Billy shakes through his night terrors. It’s not something they talk about. Everyone’s got their own demons, ways in which life’s fucked them over. Billy’s been there enough times for Frank after the shitty missions, the ones where the casualties lie, too small in body bags meant for full-sized humans, and Frank’s hands won’t stop fucking trembling.

The memories burn, and the lingering taste of mint in Frank’s mouth can’t cover the taste of bitter anger that rises. He pads closer, stepping quietly on the puke-green carpet.

As he rounds the corner of the bed though, something doesn’t feel quite right. It’s Billy, everything about the body language and the lines of his body say _Billy_ , but- even if Billy had bleached his hair, the jaw’s all wrong, now that Frank can see it. The face is mostly hidden under an arm, but nothing, _nothing_ of what Frank can see looks like Billy. It’s disconcerting, and against his better judgement, he reaches forward to shift the arm aside, because he has to _know_.

The moment his hand makes contact though, the man on the bed twists into fluid motion, one hand coming up to grab Frank’s arm, the other sliding beneath the pillow and coming back out with a knife. Frank catches a glimpse of dark eyes narrowed in concentration, a round nose, and is moving to knock the other man out and make his escape when those eyes, familiar somehow, widen, and the man freezes.

“Frankie?”

The vice grip on his forearm loosens, but Frank doesn’t move, frozen in place. He’s caught, trapped in that gaze. It’s Billy, it has to be, but it’s-

“You’re supposed to be dead.”

The words should make Frank’s hackles rise, should get him to move, but something about the way not-Billy says it- plaintive, wondering, hopeful- leaves Frank even more confused than ever. He stays where he is, breaths coming fast and hard as he thinks furiously.

“Who the fuck are you?” The words come out from between his teeth. “Where’s Russo?”

“Ah-,” The man’s troubled expression clears, frown lifting. And his face continues to move, rippling in an incredibly unsettling way. Frank watches, in horrified fascination, as the face beneath him contorts in a pained grimace, and relaxes into familiar features, covered in new scars.

“What,” Frank breathes out, hands clenching into the pillow on either side of Billy’s head. “The fuck.”

Beneath him, Billy looks up, dark eyes wide and guileless as he breathes out, “I knew you couldn’t be dead.”

The scars on his face pull and move as he speaks, as he smiles, lopsided and familiar despite the scars, despite the lack of beard, despite the everything that lies between them. Faced with his own handiwork, Frank feels--

Guilty.

At the carousel, he’d wanted to teach Billy a lesson. Wanted to take everything away from him, to make him feel even the slightest trace of what Frank had felt, in that very same place a year ago. He knows Billy, or thought he’d known him. Knows just how much Billy had clawed and fought his way into being who he was now, and wanted to take it all away.

Selfishly, part of him had known, deep down, that he meant a lot more to Billy than Billy would ever let on. And he’d known that being the person to take Billy’s face from him would hurt, more than if it’d been anybody else. He’d wanted it to _hurt_.

In the aftermath of the second carousel incident, he’d thought about it a lot. Even once the rage, the raw anger and hurt had worn off, it’d been easy to rationalise his actions. After all, Billy had been willing to see him dead, all to cover his and Rawlins’ ass. He’d talked to Frank like a brother, convinced him he was on his side, when all along he’d been the ones to send Frank’s family to their deaths. So much for brotherhood.

When Madani had called him in for his help, she’d made a point of reminding him that Billy was a snake. One who had betrayed them both. When Frank had first met her, she hadn’t exactly been the kind of woman you’d call soft, but post-Billy, with her curls shorn off and shadows beneath her eyes, she’d looked- worn. Strung tight as a wire, and just as liable to slice the hand off anybody who touched it.

“Don’t let him open his mouth,” she’d advised him. One of her hands moved, two fingers running down the scar still visible on her temple, beneath the curls that were growing out. A nervous tic, clearly, one that Frank tactfully ignored. “The moment he starts talking, you’re fucked. The doctors all say he’s got amnesia, but I’ll believe it when Tony Stark himself comes down and tells me that.”

That’d been the first Frank had heard about Billy’s amnesia, and he’d been inclined to dismiss it as some kinda trick, but…

But Frank has known Billy for _years_ , has fought by his side, knows him inside out. Brother, partner, enemy; he’s known Billy in every possible iteration of their relationship. It’s how he knew what would’ve hurt Billy the most, and now, as he looks down into Billy’s face, the ragged red scars that criss-cross over features Frank has traced over and over before, it’s how he knows that Billy doesn’t know.

Frank’s anger and righteousness is washed away by sheer, overwhelming guilt. _He doesn’t know_ , and the realisation reverberates through Frank’s body. Madani was wrong, Billy Russo doesn’t remember a fucking thing about who gave him those scars.

Frank opens his mouth, wanting to say something, anything. He feels battered on all sides, like if he could just take one breath, he’d be able to think clearly, but everything all around him thunders for his attention. He sees Maria and Junior and Lisa, laughing, blood splattered, torn apart. He sees Billy, face covered in smeared camo paint beneath a helmet cocked at what is definitely not regulation standard, grinning wide as the Humvee they’re in rocks its way through desert that stretches for miles and miles.

Frank sees Billy, spread out beneath him, his expression nothing but pure, unadulterated relief, despite the fact that Frank’s handiwork is all over his face.

“Why?”

The word slips out of Frank’s mouth, unbidden. Beneath him, Billy’s brow crinkles up in clear confusion. Frank slams a fist down into the pillow, narrowly missing Billy’s head. Billy flinches back, though he can’t get far, and fear flashes across his face.

This is what Frank had wanted: to see Billy scared, scared of _Frank_ , to see him disfigured and broken and left with nothing.

But instead of satisfaction at the display in front of him, all Frank feels is hollow guilt, and a growing despair. He’d thought he’d put it all behind him, that this was all over. He’d gotten his revenge, served everyone their just desserts. If that wasn’t enough to get him peace, then what would?

Something splashes onto Billy’s face, making them both flinch.

“Frank?” Billy asks, and his voice cracks. “I don’t-- What’s going _on_?”

Frank shoves himself up and off the bed. Billy follows him to sit up on the bed, but Frank can’t look at him, at his face. All the anger’s drained out of him, and after so long spent with nothing but anger and revenge as his anchor, he feels- off-kilter. Like standing on a ship in choppy waters, except the ship’s gone and vanished on him, leaving him mid-air and flailing with nothing but the deep dark sea waiting beneath him.

“What’s going on?” Frank stumbles back, until his back hits a wall and he can’t go any further. He covers his eyes with his hands, and tries to remember how to breathe. “Jesus fucking Christ, Bill. You really have no clue, huh?”

Billy huffs out a short laugh. Frank hears the rustle of fabric shift on the bed, but Billy thankfully doesn’t come closer.

“No, I don’t. I woke up a week ago in the hospital, with my face all torn to shit, and the last three years of my life missing. So no, Frank, I have no clue what’s going on, but- You’re here now.”

Frank tightens the grip of his fingers over his eyes, wincing. Three years, huh. That’d put him about half a year before the whole Agent Orange incident. Before he’d decided to leave. God. What has Frank _done_? This- this isn’t revenge. This is no vengeance at all.

He looks up. Billy’s stopped talking, is now watching Frank with something like apprehension.

“What’s going on, Frank?” He asks, the sound of his voice thin. The scars on his face are thrown into stark relief by the light of the cheap lamp next to the bed. “What happened to us? To me?”

So Frank tells him. The truth comes out, raw and unhappy, but in measured tones. Frank tells him everything. How Billy’d betrayed them, betrayed _Frank_. How Frank had made him pay.

Billy stays silent as Frank speaks, only the occasional tremble to his mouth and the flex of his jaw to indicate he’s listening at all. Frank’s eyes can’t help but be drawn to the scars on his cheek, every time.

In the silence that falls after Frank finishes, Frank feels...tired. The anger that’d strummed through him, burning through his veins to keep him awake for the past three days, all of it is gone, leaving him drained. He’s glad he’s sitting, even if it’s on the floor, because he doesn’t think his legs would hold him up well right now.

“But. _Why_?”

If anybody’d asked Frank, he would’ve said that whatever heart he had died at the carousel, years and years ago, leaving him with an organ that beat just to survive. But when he looks up, the expression on Billy’s face proves him wrong, because there’s a tight, clenching feeling in his chest at the broken-open look on Billy’s face.

“Hell if I know,” Frank answers. “Maria, the kids. They loved you. We’d go out to the pier together, all of us. Lisa wouldn’t quit talking about how dashing you were, how charming, how kind. And I thought you loved them too.”

Billy’s mouth twists, just a little. “I don’t remember them, beyond those few times between tours.” His face shutters down, making it easier to look at. “I wish I did. I wish I remembered everything. I can’t- I don’t know why I wouldn’t have gone to just _tell_ you.”

Frank breathes out, and looks up at the ceiling, letting his hands dangle where they rest on his knees. He blinks back the watery feeling in his eyes.

“I don’t know either,” he admits. “Nothing’s been right since we came back.”

“Why the hell did we even leave?” Billy asks, and Frank remembers- that’s right. Three years ago. Neither of them had left yet.

He laughs, the sound rusty, and when he brings his head back down, Billy’s watching him with a wry, almost soft look in his eyes, and then---

The door crashes open, and Frank’s moving on instinct, flinging himself to the side and flat onto the floor. When he glances over, Billy’s done the same, whatever softness in his face gone, replaced with an alert wariness, and Frank’s chest tightens all over again because this is just like old times. It feels familiar, feels _right_.

“I know you’re in there, Castle.”

Motherfucker. Frank grits his teeth. He didn’t think Pilgrim’d have found him so soon. His hands twitch, unhappily empty.

A tap on his shoulder gets his attention, and he turns his head to see Billy holding out a gun for him, eyes fixed on the door and a gun of his own ready in his other hand. He doesn’t so much as look at Frank as he signals, indicating that he’s going to circle round the other side of the bed. 

Frank exhales, the corner of his mouth ticking up. Just like old times indeed.

\---

How the fuck, Frank thinks as he drags Billy’s limp body into his car, unceremoniously shoving Billy’s stupidly long legs in to shut the door. How the fuck did Pilgrim get his hands on all those explosives?

He doubles back into the smoking, badly burned hotel room to grab Billy’s duffel bag (stuffed mostly with weapons, money, and clothing, as far as Frank can tell) and dumps it into the boot with Frank’s own duffel before getting into the driver’s seat. His hands shake a little as he jams the key in and starts the car up, but the adrenaline’s still keeping him going.

The same can’t be said for Billy, unconscious in the backseat. Frank glances back, and bites back a curse at the ugly, bleeding gash across Billy’s temple. The way Frank’d jammed him into the backseat made it hard to see, but he’s pretty sure Billy’s arm is also in pretty bad shape. Most of the blood on Frank’s hands, staining the cheap material of the steering wheel, comes from where he’d tried to staunch the bleeding on Billy’s head and reset Billy’s dislocated shoulder. It’s probably a real good thing Billy’d passed out about halfway to the car.

Frank pulls out of the parking lot of the motel to the sound of sirens wailing. As he drives, he tries to think through the exhaustion that creeps up on him, now that the adrenaline’s buzz is wearing off. He’s not as badly banged up as Billy, but he’s definitely not unscathed either. Though another hour so would easily fix that. Frank’s mouth twists as he thinks about the way Pilgrim had beat a hasty retreat, once it looked like things weren’t turning in his favour.

He’ll be back. Frank knows his type.

In the meantime though…

Frank checks the rearview mirror. Billy’s slumped body shifts with the turns the car makes, and his face is deathly white beneath the blood. Frank makes another turn, taking it slower now that they’re a safe distance away, and thinks back to the face Billy had on when Frank first found him. He hadn’t imagined that, right? Or the way Billy’s face had fucking reshaped itself, like something out of a movie. Their conversation had gotten caught up in the whole amnesia thing, but this…

Frank forces his fingers to unclench from around the steering wheel. The small cuts on them have already healed over, leaving only the deeper gashes, now thin lines, and the remnants of blood and dirt and dust to show that they were ever there.

He’d thought he was the only one, until Red.

Then again, it’s not like he’d gone around telling everybody about it. Just Billy, and then later, Red, and then Red’s investigator pal with the perpetual scowl. For all he knew, there were dozens more of them out there.

But he knows Billy sure as fuck hadn’t been able to change his face the last time he’d seen him.

He snorts at the idea. Face-changing seemed like exactly the kind of thing Billy would find useful. Though, as he thinks about just how well Billy’d been able to hide what he did, he wonders if he’d just been too blind to see it.

“Frank?”

In the backseat, Billy stirs, the movement catching Frank’s attention.

“Don’t move, you got hit on the head pretty bad,” Frank answers, and brings his attention back to the road.

“Who the hell was that?”

From the sounds of cloth against leather, and then a muted hiss of pain, Billy wasn’t exactly listening to the whole _don’t move_ thing. Fine by Frank.

“Nobody you’ve got to worry about.”

“Sounds like exactly the kind of thing I should be worrying about, given that I’m bleeding everywhere.”

The biting tone, weirdly enough, is comforting. If Billy’s fine enough to be sarcastic, then he’s probably not that badly hurt. Frank rolls his eyes, and resists from reaching back to give Billy the finger.

“Whose car is this anyway?” Billy leans forward, between the front seats. If Frank just shifted his eyes a little to the side, he’d be able to see him. “Where are you driving to?”

Frank keeps his gaze on the road, and makes another turn, harder than he has to.

“Curtis’. You’re going to apologise, and it’ll be up to him if he wants to fix you up.”

“Curtis?” Billy’s tone brightens up, and Frank’s confused for a second before- oh.

“Don’t sound so happy.” Frank doesn’t mean to, but he hears the way his voice softens. “You and him didn’t exactly part on the best of ways, even if you don’t remember it.”

There’s no reply to that. Frank lets the silence stew through three more turns, until they’re reaching the outskirts of the neighbourhood where Curtis’ trailer is sitting, before he takes pity on Billy.

“You went to his house and threatened him with a gun to find out where I was.” He darts a quick glance up at the rearview, to see Billy’s expression.

The stricken look on Billy’s face makes something clench, down in Frank’s gut.

“ _Why_?”

“You’re asking me,” Frank grunts, and turns back to driving. The more he talks with this Billy, the more he feels...guilty. It doesn’t make sense. By all rights, this is the same Billy who hadn’t lifted a finger to stop the deaths of Frank’s family. The same Billy who’d stood by and let Rawlins shit all over Frank, who’d been willing to kill Frank to keep his dirty money.

But this - Billy covered in blood and grime, Billy’s shoulder against his as they’d worked together to take Pilgrim down, Billy covering Frank while he reloaded - this is _his_ Billy.

And Frank had torn his face apart.

Speaking of faces.

“How long’ve you been able to do that--” He gestures at his face with one hand. “Whole face thing anyway?”

Billy doesn’t answer at first, still clearly shaken by the revelation that he’d apparently royally fucked his best friends over. Then he visibly shakes himself together.

“Since I woke up in the hospital,” he says. Then narrows his eyes at Frank. “You think whoever did this was also behind your...thing.”

“Maybe,” Frank admits. “I’ve heard of people, civilians, who’ve got some weird shit up their sleeves too. Seems a bit of a coincidence though, us both being able to do this.”

In the rearview mirror, Billy slams his uninjured hand against the seat, and then winces anyway.

“I wish I could just _remember_ ,” he says, frustration thick in his voice.

Frank’s about to agree, when the image of Billy in those last few moments at the carousel flash across his mind. Whatever he’d been about to say gets swallowed.

They drive on, the purr of the car’s engine loud in the silence between them.

\---

“You’re a goddamn moron, you know that right, Frank?” Curtis’ upper lip curls, but he moves to help Billy into the trailer despite his words. His hands are careful, but he doesn’t make eye contact with Billy, who seems happy enough to keep staring at the ground himself.

“Yeah,” Frank says, because what else can he say? He turns back to the car to buy himself time.

The sound of the trailer door shutting releases tension in his shoulders that he hadn’t even realised he’d been holding. He keeps staring into the boot of the car though, not really seeing his duffel bag, though he knows he needs to pick it up and head inside soon.

He’s abruptly very tired. Leaving hadn’t worked, but staying isn’t all it’s cracked up to be.

“So that’s Billy, huh.”

Frank closes his eyes, and counts to ten. When he opens his eyes and looks out from beneath the car’s hood, Amy’s there, watching him with a look that says she knows exactly what he was trying to pull.

“Yeah,” he says.

She comes round the side of the car, and sits on the open boot, legs kicked out in front of her in an entirely too studied air of relaxation. “Kind of a looker, beneath all those scars.” When Frank doesn’t reply to that, she continues. “I thought you went out to get your revenge on him. Unless all that was you?”

“No,” Frank admits. “Pilgrim found me.”

She shivers at the name, a small movement that’s almost immediately aborted, but not before he catches it.

“So what, you guys are teaming up now? Makes sense, he seems like he’d be a good ally.”

“I lost my family because of him.” The words come out gritted.

“Well, yeah, but wasn’t that the other guy? Sounded to me like he just stood by, but he wasn’t the one who did it. Dick move, yeah, but still.”

“He hurt Curtis, and tried to kill me.” Even to his own ears, it sounds like he’s trying to convince himself.

“And yet, Curtis is inside there patching him up right now.” Amy hops off the boot, and reaches out to gingerly pat Frank on the shoulder. “I’m not saying _forgive him_ or anything. Just...doesn’t look like you actually wanna kill him, s’all I’m saying. Hey, who knows. Maybe he and Pilgrim’ll off each other and save us the trouble.”

Apparently that’s all she’d come out to say, because with one more loose shrug, she turns and starts heading back towards the trailer.

Frank lets his head fall against against where he’s got his hand on the hood of the boot, and takes a breath, eyes sliding closed. She’s not wrong. He _doesn’t_ want to kill Billy, not anymore. It’d been easier to hate, to resent, when he couldn’t look into Billy’s familiar dark eyes up close. When he couldn’t see the fear and loneliness behind the scowl.

Besides, there’s that whole face thing to deal with. He’d thought Rawlins’ death was the end of it, but if he and Billy had been experimented on, if Cerberus had been more than just a kill-squad, then it looks like Frank’s work isn’t quite done yet. And as much as he’s bone-deep weary at the thought of more, there’s no denying that a part of him looks forward to having purpose. A clear goal.

Once he’s settled the Pilgrim thing and seen Amy to safety, that is.

Frank sighs, and straightens up, starts going through a checklist of what he’ll need to get, what he’ll need to do.

He’s sitting on the edge of the boot, cleaning out a pistol and counting out how much ammo he has left, when Curtis comes out, shutting the door of the trailer behind him.

“He’s all stitched up. Sleeping now,” Curtis says in answer to Frank’s unasked question. “Stayed coherent just long enough to mumble something that sounded like an honest to god apology before passing out.”

Frank snorts. Curtis smiles, and comes closer, reaches out and takes the cleaned parts of the pistol to start putting them together.

“It’s fucked up,” he says, eyes fixed on the pistol parts. Frank pauses, hands stilling on the barrel of the gun. Curtis continues, “I still get nightmares about those few days, yunno. The bomb, getting shot in the shoulder. Mostly the bomb. Some days I wake up and I can’t even move my arm to get up and out of bed.”

Frank winces. If there ever was a time to be glad that for his healing ability…

“Not that you’d know anything about that,” Curtis says, as if he knows where Frank’s thoughts went. “You supersoldier motherfucker, you.”

Frank ducks his head, huffs out a laugh. “Yeah. Billy uh, say anything to you?”

“Face changing, huh.” Curtis shakes his head, but there’s reluctant admiration in his gaze. “How come it’s only you guys that get the cool powers, while all I get is a wooden leg?”

“Shoulda joined the Navy. Get a parrot, go full pirate and all.” Frank hums the first line of the Pirates of the Caribbean theme song, only stopping to snicker when Curtis shoves him.

“See if I patch up any more old homicidal buddies of yours from now on,” Curtis says, though there’s a laugh wobbling at the edges of his mouth. Then he glances at the trailer, and his face grows serious again. Frank goes back to cleaning the barrel, and waits for Curtis to continue.

“I thought that if I ever got the chance, I’d want to, I dunno.” Curtis pauses, makes a face. “Make him pay for it. At least punch him in the face or something. But as much as I wanted to, back at the hospital when I first saw him again, and then now, I can’t. I can’t blame the Billy that’s in there.”

“Yeah,” Frank admits, voice quiet. “I know.”

“He really doesn’t remember anything, huh.”

“Nope. Three years, he said.”

Curtis whistles, low and quiet. “Three years is a long time,” he says. “Long enough to be a whole different person.”

Done with the barrel, Frank hands it to Curtis, who continues to put it back together. “What if he starts remembering?” He asks, because it’s been weighing on him. Does he want Billy to remember what he did? Remember what Frank did to him, unfiltered through Frank’s own interpretation of things?

There’s silence as they both think it over.

“I don’t know,” Curtis says eventually. He shakes his head, looking as tired as Frank feels. “Whatever you did to him at the carousel...it knocked every thing you wanted him to pay for right out of his head. You should’ve put him down for good then if you really wanted to, is what I’m saying.”

He places the assembled gun in Frank’s hands, and claps him on the shoulder before heading back to the trailer.

Frank turns the gun over in his hands, and thinks.

It’s late enough that when Frank eventually heads into the trailer, Amy’s asleep, curled up like a cat in the dining area. Curtis looks up from the other side of the dining area, and gives him a silent nod, and a tilt of his head at Amy’s sleeping form. Taking the hint, Frank leaves the door ajar, and steps quietly to where Billy’s resting in the only bed in the trailer.

He looks at Billy, takes in the changes in his face. The scars, for one thing. Red, jagged, ugly. The freshly shorn hair, which Frank hasn’t seen since they’d been in boot camp together. Crow’s feet at the corner of his eyes, etched deeper than Frank’s mental image of Billy.

As Frank watches, Billy’s face tenses, and he shudders, a full-body shiver that wracks through his thin frame. And he is thin, like Curtis said. Thinner than Frank has ever seen him. He’s always been slim, lean, but this is a whole new level, and Frank’s heart clenches in guilt.

His fingers twitch, and he has to make a conscious effort to still them.

Eyes fixed on Billy’s face, Frank makes a decision.

He turns, goes to get the last of his ammo where it’s stashed in a cupboard, and leaves. Curtis follows him out, but doesn’t say anything, just claps a hand onto Frank’s shoulder and squeezes tight. The warmth of his hand lingers, even after he’s let go.

Frank tosses his duffel bag into the car, and gets in. He takes one last look at the trailer, gives himself one more moment to change his mind, but his decision, if he’s being honest with himself, had been made the moment Billy’d said his name with all that damned hope in his voice.

Frank leaves, taking Billy’s guns with him. He’s got a job to finish.

\---

_Months later_

The last of the Aryan Brotherhood puts up a pitiful resistance. Frank can’t help but curl his lip at the way most of the knuckleheaded morons in the warehouse fold after three blows or less. One even runs away at the sight of Frank, which is flattering, but also kind of annoying.

It gets even more annoying, after, when he walks out of the warehouse to realise his car’s been totaled, probably by that one guy who’d run off. Scowling, he pulls out his phone to text an update (and a demand for a replacement car) to Pilgrim. Doing favours for other people never seems to work out for him, somehow.

He’s walking towards the smoking wreckage when the sound of another car’s engine gets his attention. Frank lifts his head, and watches a nondescript dark blue car come to a stop near him. One hand goes down to his belt, but he waits to see.

The passenger side door opens, and the stranger in the driver’s seat beckons him in. When Frank just stands there, the stranger rolls his eyes, and then his face shivers, and Billy’s there, giving Frank a dirty look.

Huffing out a short laugh, Frank steps closer, tucking his gun back into the back of his jeans.

“For someone so smart, you sure do a lotta dumb shit,” Frank says as he draws closer. “Woulda thought you’d leave, start somewhere else anew.”

The corner of Billy’s mouth lifts up, and despite all the scars, despite everything between them, Frank can’t help but soften at the sight.

Billy raises his eyebrows. “Leave? When there’s so much left to do?”

Frank gets close enough that he can rest one arm on the open door of the car, and lean down to talk to Billy. This close, the scars are even more visible, but then Billy’s face is shifting, and Frank’s left staring at a redheaded man, with features somewhat similar to Billy’s, but those eyes that couldn’t be anybody’s but Billy’s.

“I’ll spare us both that sight, and that awkward conversation,” Billy says lightly, though his gaze is abruptly cool and distant. “I can’t get rid of the scars, but I’m looking for the person, or people, who did this to me. To us. Are you in?”

Frank eyes Billy. He seems sincere enough. Curtis had, grudgingly, admitted to Frank that this Billy, scars and all, was more like the Billy they’d known back from before. Even once he’d started recovering his memories.

When Frank doesn’t immediately reply, Billy continues, “We’ve got things to work out between us, but when it comes down to it, i’d rather have you at my back than on the other side.” Frank tamps down a wince at those words. Billy seems to notice though, going by the way one eyebrow arches up, and his stare softens. “So, you with me, Castle?”

This face has a pointy chin and wide cheekbones, and the shape of the mouth is different, but the intensity of the stare that pins Frank, holds him still, is entirely Billy. Frank lets his breath out, slow and even, and watches Billy watch him. The seconds tick by, and Frank makes a decision, straightens up so he can slide into the passenger seat. He doesn’t miss the look of relief, and stark, naked _hope_ that flashes across Billy’s face, and it settles something in him that he hadn’t even realised was aching.

“I’m with you.”

**Author's Note:**

> Billy's last thought in his near-death experience at the carousel was "This can't be my face."
> 
> Frank's last thought in his near-death experience, in an early tour before he joined Cerberus Squad, was "I can't go, not yet."


End file.
